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DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 <br /> b. allow the Licensor Software to be combined with or become incorporated in any other computer <br /> programs, absent Licensor's written consent, <br /> c. distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensor <br /> Software (except as expressly permitted hereunder), <br /> d. only install and use the Mobile Module on a mobile unit approved by Licensor, <br /> e. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or <br /> labels in the Licensor Software, or <br /> f. Except as set forth in Sections 2.3, 2.4, or as otherwise may be agreed to in writing by <br /> Licensor, permit any third party to use the Licensor Software or Documentation or use the <br /> Licensor Software or Documentation on behalf of or for the benefit of any third party in any way <br /> whatsoever. <br /> 2.3 Copies; Records. Licensee may make only so many copies of the Mobile Module as are <br /> reasonably necessary for operational security and for its permitted use hereunder. Licensee shall <br /> supervise and control and maintain accurate and complete records regarding the use and location <br /> of the Mobile Module Software and Documentation, and the access to the Licensor Software. <br /> 2.4 Limited Use by Contractors. Licensee may allow its Contractors to exercise the rights granted <br /> hereunder on behalf of Licensee and solely for Licensee's benefit, provided that (a) Licensee <br /> ensures that such Contractors use the Licensor Software only in accordance with the terms of this <br /> Agreement and (b) Contractors are subject to confidentiality obligations substantially similar to <br /> Licensee's obligations herein. Licensee shall be fully responsible for any breach of this Agreement <br /> caused by Contractors. <br /> 3. DELIVERY ACCESS. On or before the 120 days following the date hereof, Licensor shall (a) deliver the <br /> number of copies of Software and Documentation, all as may be identified on Exhibit A, by electronic means, <br /> and/or (b) provide access to the Licensor Software. The first date of such delivery or access shall be referred to <br /> herein as the "License Date". Licensor shall use commercially reasonable efforts to make the Licensor Software <br /> available for the hours and days as described in Exhibit A beginning on the License Date. Scheduled <br /> maintenance done by Licensor will be done outside Licensee's scheduled hours of availability as identified in <br /> Exhibit B. <br /> 4. PROPRIETARY RIGHTS. Licensor(and/or its affiliates or vendors) retain all right, title and interest in and to the <br /> Licensor Software and Documentation, including, without limitation, all Intellectual Property Rights related <br /> thereto and all modifications thereof. The Parties acknowledge each other's trademark rights, and except as <br /> permitted by Section 15.11, neither Party shall use the other Party's trade name or trademarks in any manner <br /> whatsoever absent the other Party's prior written consent. Nothing in this Agreement assigns any rights, title or <br /> interest in any Licensor's (and/or its affiliates' or vendors') Intellectual Property Rights to Licensee. <br /> 5. SERVICES. <br /> 5.1 Support Services. Licensor shall provide Support Services commencing on the License Date on <br /> the terms and conditions set forth on Exhibit B. <br /> 5.2 Installation Assistance, Training or Other Services. If Licensee and Licensor have agreed that <br /> Licensor will provide Licensee with any installation assistance of Mobile Modules, training or other <br /> services, the terms and conditions of such services will be identified on Exhibit A or another Exhibit <br /> to this Agreement. <br /> 5.3 Custom Development. If Licensor agrees to perform any customized software development work <br /> for Licensee that the parties intend for Licensee to own, Licensee will have no such ownership <br /> rights unless the parties mutually execute a written addendum to this Agreement that fully satisfies <br /> the following conditions: (i) the scope and description of the mutually agreed work product is <br /> described, and (ii) the addendum includes an express statement that such work product is <br /> "intended to be a work made for hire for, and owned by, Licensee". Notwithstanding the foregoing <br /> or any content of any such addendum, in no case whatsoever does Licensor assign or otherwise <br /> transfer to Licensee any right, title or interest in or to Licensor Software, Documentation or any <br /> other preexisting Intellectual Property Rights of Licensor. <br /> 6. GENERAL OBLIGATIONS OF LICENSEE <br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 <br /> 4821-6909-6038.1 <br />